MOBILE REMOTE DEPOSIT CAPTURE END USER LICENSE AGREEMENT
This Mobile Remote Deposit Capture End User License Agreement (" Agreement")
constitutes a legal agreement between you, (“Member,” “you,” “your”) and First Choice Community
Credit Union its subsidiaries, affiliates, agents and/or licensors, organized and existing under the laws of
the State of Tennessee, (collectively and individually referred as “Credit Union,” "we," "us," "our") and
governs your use of the Service, defined herein, on various computing devices, including mobile, tablet,
or desktop remote deposit capture application ("Application") for conducting financial transactions
provided. By clicking the “I Agree” button at the conclusion of this Agreement or by using or continuing
to use the Service, you agree to this Agreement.
Section 1. DESCRIPTION OF APPLICATION
1.1.
Mobile Remote Deposit Capture Service (“Service”) is a personal financial information
management service that allows you to transmit and deposit images of checks (“Images”) through use of
the Application provided by us or our designated processor (“Processor”) through our online banking
services using compatible and supported mobile phones and/or other compatible and supported wireless
devices or network devices under your control. Member acknowledges and agrees that a deposit made by
Member using this Service is not an “Electronic Fund Transfer” as that term is defined in Federal
Reserve Board Regulation E. The terms “Credit Union” and “Processor” may be used interchangeably
when used in relation to any services performed by a Processor on behalf of Credit Union including, but
not limited to, the receipt and processing of images and check data and any notices related thereto.
1.2.
Subject to compliance with the terms, provisions and conditions of, and as provided in,
this Agreement, we will provisionally credit the account or accounts (“Account(s)”) you designate for the
amount of the deposit(s) on the day of receipt of the deposit(s) and enter the images of the checks into the
collection process, in accordance with the provisions of our then current deposit account agreement and
disclosure pertaining to the Account(s) into which the deposit is to be made (the “Deposit Agreement”)
and this Agreement. You acknowledge and agree that we may discontinue, and/or change the terms of,
the Service or any related content, features, products or services associated therewith, at any time without
notice or liability to you or any third party. You hereby agree that we shall be the exclusive provider of
the Service provided in accordance with this Agreement and that you will not use the same or similar
services of any other party.
1.3.
We reserve the right to refuse to make any transaction you request through the Service.
You agree and understand that the Services may not be accessible or may have limited utility over some
networks, such as while roaming.
Section 2. CHECKS DEPOSITED AND SECURITY INTEREST
You hereby agree that you will only scan and deposit a check(s) as that term is defined in Federal
Reserve Board Regulation CC (“Reg CC”). You agree that the image of the check that is transmitted to
us (each such check and other item a “Check” and, if more than one, “Checks”) shall be deemed an
“item” within the meaning of Article 4 of the Uniform Commercial Code (1990 Official Text). You
further agree that you will not remotely deposit any checks or other item that: (a) are payable to any
person or entity other than you, (b) are drawn, or otherwise issued, by you on any account of yours
maintained at another financial institution, (c) are prohibited by our then current procedures pertaining to
the Remote Deposit Service (the “Procedures”) or are in violation of any law, rule or regulation, (d) you
know or suspect, or should know or suspect, is fraudulent or otherwise not authorized by the owner of the
account on which the Check is drawn, (e) have not been previously endorsed by a bank and are either
“substitute checks” (as defined in Reg CC or other applicable federal law or regulation) or “image
replacement documents” that purport to be substitute check, without our prior written consent, (f) are
drawn on financial institutions that are located outside of the United States or Territories of the United
States, or (g) which are not acceptable to us for deposit into a deposit account as provided in the Deposit
Agreement, which is incorporated herein by reference and made a part hereof (Checks described in
clauses (a) through (g) each a “Prohibited Check” and, collectively, “Prohibited Checks”). If you
deposit a Prohibited Check, you agree to indemnify and reimburse us for, and hold us harmless from and
against, any and all losses, costs and expenses (including reasonable attorney’s fees) we may incur
associated with any warranty, indemnity or other claim related thereto. Furthermore, if, after first having
obtained our written consent to do so, you provide us with an electronic representation of a substitute
check for deposit into an Account instead of an original Check, you agree to indemnify and reimburse us
for, and hold us harmless from and against, any and all losses, costs and expenses (including reasonable
attorney’s fees) we incur because any such substitute check resulting from such electronic representation
does not meet applicable substitute check standards and/or causes duplicate payments.
You grant us a security interest in all Accounts or other deposits (whether general or special) you
maintain with us, and in all funds in such Accounts or other deposits, to secure your obligations to us
under this Agreement. This security interest will survive termination of this Agreement.
Section 3. LICENSE AND RESTRICTIONS
3.1.
Subject to the terms of this Agreement, we hereby grant you a limited, personal,
revocable, nonexclusive, nonsublicensable, nonassignable, nontransferable, nonresellable license and
right to use the Application for the sole purpose of your use of the Service.
3.2.
You acknowledge and agree that any and all intellectual property rights (the "IP Rights")
in the Service and the Application are and shall remain the exclusive property of our Processor. Nothing
in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are
only entitled to the limited use of the rights granted to you in this Agreement. You will not take any
action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any
unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable
intellectual property laws. You acknowledge and understand that all title and rights in and to any third
party content that is not contained in the Service and Application, but may be accessed through the
Service, is the property of the respective content owners and may be protected by applicable patent,
copyright, or other intellectual property laws and treaties.
3.3.
You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary
or provider, or otherwise grant rights to third parties with regard to the Application or Service or any part
thereof without our prior written consent.
3.4.
You agree not to undertake, cause, permit or authorize the modification, creation of
derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the
Application, the Service, or any part thereof. You agree not to intercept, capture, emulate, or redirect the
communications protocols used by us for any purpose, including without limitation causing the Service or
Application to connect to any computer server or other device not authorized by us.
3.5.
We reserve the right to add or delete features or functions, or to provide programming
fixes, updates and upgrades, to the Service or Application. You acknowledge and agree that we have no
obligation to make available to you any subsequent versions of the Application. You also agree that you
may have to enter into a renewed version of this Agreement if you want to download, install or use a new
version of the Service or Application.
3.6.
We have no obligation whatsoever to furnish any maintenance and support services with
respect to the Service or Application, and any such maintenance and support services provided will be
provided at our discretion.
3.7.
You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use,
retain, and share any information transmitted through the Application by you, including, your location,
device-based location information, account numbers, name, date, account amount, and endorsements
solely for the purpose of providing the Services. This license shall survive termination of this Agreement
for such period as necessary for us to provide the Services, comply with the law, or comply with an
internal guidelines or procedures.
Section 4. TRANSMISSION OF DEPOSITS
4.1.
You shall properly install and use all software and hardware required by this Agreement
or otherwise required for, or related to, the use of the Service. You shall (a) endorse each Check to be
deposited in accordance with the following: “For Deposit Only” followed by your name, (b) scan the
front and back of each Check to be deposited and thereby capture the image of the front and back of each
Check, and (c) transmit the deposit containing the images of such Checks to us or our Processor in
accordance with the Procedures. We reserve the right to amend the Procedures, with or without prior
notice to you. We may also provide you with, or require you to establish, a User ID, a personal
identification number (“PIN”) and/or passwords and other procedures (collectively, “Security
Procedures”) to access the Service. The specific Security Procedures will be described in the
Procedures. You agree to, at all times, (a) comply with the Procedures, (b) safeguard the confidentiality
and security of the Procedures, Security Procedures and all other proprietary property or information we
provide to you in connection with the Service and (c) notify us immediately if you have any reason to
believe the security or confidentiality required by this provision has been or may be breached. You
acknowledge, understand and agree the Security Procedures are not designed for the detection of errors.
We are not, and will not be, obligated to detect errors by you or others, even if we take certain actions
from time to time to do so.
4.2.
You may send multiple deposits to us or Processor throughout the day, not to exceed the
number of deposits we specify from time to time. The total dollar value of the deposit sent by you to us
on any day shall not exceed the dollar amount we specify from time to time (the “Deposit Limit”). If the
total dollar value of the deposits sent by you to us on any day exceeds the Deposit Limit, we may, at our
option, refuse to accept the deposit that exceeds the Deposit Limit, or we may accept and process the
deposit. You agree not to exceed the Deposit Limit. To be eligible for processing on the day transmitted,
deposits must be received by us no later than the cut-off time we specify from time to time (the “Cut-Off
Time”). A deposit is considered received by us when a complete copy of such deposit has been written
on a Credit Union electronic storage device in conformity with our technical and operational
requirements. To meet the Cut-Off Time, the entire deposit must be received by us prior to the Cut-Off
Time, and the deposit must successfully pass the edits for conformity with the technical requirements.
For purposes of determining when a deposit has been delivered and received, our records shall be
determinative. A deposit which is received after the Cut-Off Time shall be deemed to have been received
on the business day following the business day on which the deposit is actually received by us. We
reserve the right to change the number of deposits that may be transmitted in a day, the Deposit Limit,
and the Cut-Off Time. All such changes shall be effective immediately and may be implemented prior to
your receipt of notice thereof. You may contact us at any time to verify the current number of deposits
that may be transmitted in a day, the Deposit Limit, and the Cut-Off Time.
Section 5.
RECEIPT OF FILE
You agree that you shall be solely liable for, and we shall not have any liability whatsoever to
you for, any deposit or the Images or other information contained therein that are not received by us or for
any deposit or the Images or other information contained therein that are intercepted or altered by an
unauthorized third party. You agree that we have no obligation to accept a deposit and, therefore, may
reject any deposit or the Images or other information contained therein submitted by you. We have no
obligation to notify you of the rejection of a deposit or the Images or other information contained therein.
We shall have no liability to you for the rejection of a deposit or the Images or other information
contained therein or for the failure to notify you of such rejection. We may, at our option, also perform a
risk management analysis of one or more deposits submitted by you to detect potentially fraudulent
Checks, and, in our sole discretion, we may reject any such deposit or the Images or other information
contained therein. If after examination of a deposit and the Images and other information contained
therein, we determine that you have complied with this Agreement and processed and transmitted the
deposit in accordance herewith and with the Procedures, and the Images meet the Image requirements,
then we shall accept the Images for deposit to your Account. Upon acceptance of the deposit, we shall
electronically notify you of receipt and acceptance of the deposit. Notwithstanding the fact that we have
accepted a deposit, any credit made to your Account shall be provisional, and you shall remain liable to us
for any errors, inaccuracies, breach of warranties and any other loss sustained by, or claim made against,
us. For the purpose of determining availability of funds, we may hold funds for the period of time
permitted by our funds availability disclosure.
Section 6. MAINTENANCE AND DESTRUCTION OF ORIGINAL CHECK.
You shall securely store all original Checks for a period of thirty (30) days after you have
received notice from us that the deposit containing the images of such Checks has been accepted (such
period the “Retention Period”). During the Retention Period, you shall take appropriate security
measures to ensure that: (a) only authorized personnel shall have access to original Checks, (b) the
information contained on such Checks shall not be disclosed, (c) such Checks will not be duplicated or
scanned more than one time and (d) such Checks will not be deposited or negotiated in any form. You
shall destroy original Checks upon the expiration of the Retention Period applicable to such Checks. You
will use commercially reasonable methods of destruction approved by us to destroy original Checks after
expiration of the Retention Period. You hereby indemnify us for, and holds us harmless from and against,
any and all claims, demands, actions, causes of action, losses and damages, of whatever nature or kind,
and regardless of the theory upon which the same is (are) based, caused directly or indirectly by, arising
out of, related to, in connection with or resulting wholly or partially from, the destruction of original
Checks. You will promptly (but in all events within 5 business days) provide any retained Check (or, if
the Check is no longer in existence, a sufficient copy of the front and back of the Check) to us as
requested to aid in the clearing and collection process or to resolve claims by third parties with respect to
any Check.
Section 7. COMPLIANCE AND INDEMNIFICATION
7.1.
You agree to use the products and Service for lawful purposes and in compliance with all
applicable laws, rules and regulations. You warrant that you will only transmit acceptable items for
deposit and will handle the original items in accordance with applicable laws, rules and regulations.
7.2.
Any image of a check that you transmit using the Application must accurately and legibly
provide all the information on the front and back of the check necessary to process the check, including
any required endorsements. Each image of a check shall also meet all standards for image quality
established by the American National Standards Institute (“ANSI”), the Board of Governors of the
Federal Reserve or any other regulatory agency, clearing house or association.
7.3.
You are responsible for any loss or overdraft plus any applicable fees to your Account
due to an item being returned.
7.4.
In the event any Image that you transmit for remote deposit that is credited to your
Account is dishonored, you authorize us to debit the amount of such item from your Account.
7.5.
You agree to notify us immediately if you change your email address, as this is the email
address where we will send you notification of receipt of remote deposit items.
7.6.
You understand and agree that the Services may at times be temporarily unavailable due
to the system maintenance or technical difficulties including those of the Internet. In the event that
the Services are unavailable, you acknowledge that you can deposit an original check at your
branches or through your ATMs or by mailing the original check to your financial institution at its
then current address. It is your sole responsibility to verify that items deposited using the Services
and Application have been received and accepted for deposit. You hereby acknowledge and agree that
we shall not be liable to you for any loss or damage of any nature sustained by you as the result of your
inability to use the Service.
7.7.
Processing of transactions may be limited based on our normal hours of operation, or
those of third party financial service organizations involved in a transaction.
7.8.
You make the following warranties and representations with respect to each Image of an
original check you transmit to utilizing the Application:
1.
Each Image of a check transmitted to us is a true and accurate rendition of the front and
back of the original check, without any alteration, and the drawer of the check has no defense
against payment of the check.
2.
The amount, the payee, signature(s), and endorsement(s) on the original check are
legible, genuine, and accurate.
3.
You will not deposit or otherwise indorse to a third party the original item (the original
check) and no person will receive a transfer, presentment, or return of, or otherwise be charged
for, the item (either the original item, or a paper or electronic representation of the original item)
such that the person will be asked to make payment based on an item it has already paid.
4.
Other than the digital image of an original check that you remotely deposit through the
Application, there are no other duplicate images of the original check.
5.
You have instituted procedures to ensure that each original check was authorized by the
drawer in the amount stated on the original check and to the payee stated on the original check.
6.
You are authorized to enforce each item transmitted or are authorized to obtain payment
of each item on behalf of a person entitled to enforce such transmitted item.
7.
The information you provided remains true and correct and, in the event any such
information changes, you will immediately notify us of the change.
8.
You have not knowingly failed to communicate any material information to us.
9.
You have possession of each original check deposited using the Application and no one
will submit, or has submitted, the original check for payment.
10.
Files and Images transmitted to us will contain no viruses or any other disabling
features that may have an adverse impact on your network, data, or related systems.
11.
In the event that you believe there has been an error with respect to any original check
or image thereof transmitted for deposit, you will immediately contact us regarding such error
or breach as set forth below.
12.
Member further warrants that no subsequent transferee, including but not limited to
Credit Union, a collecting or returning bank, drawer, drawee, payee or endorser, will be asked
to pay the original Item from which the Image(s) was created or a duplication (whether paper or
electronic, including ACH entries) of the Item(s).
13.
No Subsequent transferees of the Item(s), including but not limited to Credit Union, a
collecting or returning bank, drawer, drawee, payee or endorser, shall sustain a loss as the result
of the fact that the Image was presented for payment or returned instead of the original Check.
7.9.
You agree to indemnify and hold us harmless, along with our directors, officers,
employees, shareholders, and agents from and against all liabilities, losses, costs, expenses (including
reasonable attorney's fees), and damages resulting from: (1) any negligent acts, omissions or willful
misconduct by you; (2) your use of the Service and Application; (3) any breach of this Agreement by
you; and/or (4) your violation of any law or of any rights of any non-party. The provisions of this
section are for our benefit and our officers, directors, employees, shareholders, and agents, licensors.
Each of these individuals or entities expressly retains the right to assert and enforce those provisions
directly against you on its own behalf.
Section 8. RETURNED CHECKS
If Images of Checks deposited by you are dishonored or otherwise returned unpaid by the drawee
bank, or are returned by a clearing agent for any reason, including, but not limited, to issues relating to the
quality of the Image, you understand and agree that, since you either maintain the original Check or you
have destroyed the original Check in accordance with this Agreement, the original Check will not be
returned, and we may charge back an Image of the Check to your Account. You understand and agree
that the Image may be in the form of an electronic or paper reproduction of the original Check or a
substitute check. Unless otherwise instructed by us, you agree not to deposit the original Check if an
Image or other debit as previously described is charged back to you.
Section 9. TERMINATION
9.1.
This Agreement and your use of the Service and Application may be immediately
terminated if you use the Application in a manner that violates any term of this Agreement or any other
applicable agreement between you and us.
9.2.
Upon termination of this Agreement you: (a) acknowledge and agree that all licenses and
rights to use the Service and Application shall terminate; (b) will cease any and all use of the Application;
and (c) will remove the Application from all computing devices, hard drives, networks, and other storage
media in your possession or under your control.
Section 10. LEGAL COMPLIANCE AND EXPORT RESTRICTIONS
10.1. You represent and warrant that: (1) you are not located in a country that is subject to a
U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist
supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted
parties. You also acknowledge that the Service and Application may be subject to other U.S. and foreign
laws and regulations governing the export of software by physical or electronic means. You agree to
comply with all applicable U.S. and foreign laws that apply to us as well as end user, end-use, and
destination restrictions imposed by U.S. and foreign governments.
Section 11. WARRANTY DISCLAIMER
11.1. WE CANNOT FORESEE OR ANTICIPATE ALL TECHNICAL OR OTHER
DIFFICULTIES RELATED TO THE APPLICATION OR SERVICES. THESE DIFFICULTIES MAY
RESULT IN LOSS OF DATA, PERSONALIZATION SETTINGS OR OTHER APPLICATION
INTERRUPTIONS. WE ASSUME NO RESPONSIBILITY FOR ANY DISCLOSURE OF ACCOUNT
INFORMATION TO NON-PARTIES, THE TIMELINESS, DELETION, MISDELIVERY OR
FAILURE TO STORE ANY USER DATA, COMMUNICATIONS OR PERSONALIZATION
SETTINGS IN CONNECTION WITH YOUR USE OF THE APPLICATION.
11.2. WE ASSUME NO RESPONSIBILITY FOR THE OPERATION, SECURITY,
FUNCTIONALITY OR AVAILABILITY OF ANY COMPUTING DEVICE OR NETWORK THAT
YOU UTILIZE TO ACCESS THE APPLICATION OR USE SERVICE.
11.3. YOU AGREE TO EXERCISE CAUTION WHEN UTILIZING THE APPLICATION
ON YOUR COMPUTING DEVICE AND TO USE GOOD JUDGMENT AND DISCRETION WHEN
OBTAINING OR TRANSMITTING INFORMATION.
11.4. THE SERVICES AND APPLICATION PROVIDED HEREUNDER IS PROVIDED
"AS IS," WITH ALL WARRANTIES DISCLAIMED, INCLUDING, ALL EXPRESS OR IMPLIED
WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY
ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE
THEREOF. THERE IS NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE IS
FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY
RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES AND LICENSED
APPLICATION SHALL BE BORNE SOLELY BY YOU.
11.5. THERE IS NO WARRANTY THAT THE SERVICES AND APPLICATION WILL
MEET YOUR REQUIREMENTS, THAT ACCESS TO THE SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR THAT ANY DEFECTS IN THE
SERVICES AND APPLICATION WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY
DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED
THROUGH THE USE OF THE SERVICE AND APPLICATION ARE AT YOUR SOLE RISK AND
DISCRETION AND WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU
OR YOUR PROPERTY. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO
FOLLOW PROPER BACKUP PROCEDURES TO PROTECT AGAINST LOSS OR ERROR
RESULTING FROM USE OF THE SERVICES AND LICENSED APPLICATION.
11.6. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
AGREEMENT.
11.7. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN
IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY
TO YOU.
Section 12. LIMITATION OF LIABILITY
12.1. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR SPECIAL, INDIRECT,
INCIDENTAL, ECONOMIC (INCLUDING, BUT NOT LIMITED TO LOST REVENUES OR LOST
PROFITS) OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT,
WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER
THEORY OF LIABILITY.
OUR TOTAL LIABILITY FOR ANY AND ALL DAMAGES,
REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR
ENTIRETY TO THE GREATER OF FIVE HUNDRED DOLLARS OR THE TOTAL AMOUNT PAID,
IF ANY, BY YOU FOR THE LICENSED APPLICATION AND ANY MONTHLY FEES CHARGED
TO YOU DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE DATE THAT THE
EVENTS GIVING RISE TO THE ACTION OR CLAIM FIRST OCCURRED. THE LIMITATION OF
LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES.
THE
LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL
CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF
LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
Section 13. NOTICES/CONTACT INFORMATION
13.1. All communication with us should specify your name and Account information. Our
contact information is as follows: First Choice Community Credit Union, 100 North 17th Street,
Knoxville, TN 37921. All notices from you must be made in writing. Legal notice to us shall be
effective when directed to our Legal Department and received at our address.
Section 14. GENERAL INFORMATION
14.1. The laws of the State of Tennessee and applicable provision of federal law, excluding its
conflicts-of-law rules, govern this Agreement.
14.2. If any part of this Agreement is held invalid or unenforceable, that portion shall be
construed to reflect the parties' original intent, and the remaining portions shall remain in full force and
effect.
14.3. The failure of us to exercise or enforce any right or provision of this Agreement shall not
constitute a waiver of such right or provision.
14.4. You agree not to transfer or assign this Agreement or any of your rights under this
Agreement. Any purported transfer or assignment by you in violation of this section is void. Subject to
the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors,
permitted assigns and legal representatives.
14.5. The provisions of this Agreement relating to intellectual property ownership, restrictions
on use, disclaimers of warranties, limitations of liability and indemnification shall survive termination or
expiration of this Agreement for any reason.
14.6. The section titles in this Agreement are for convenience only and have no legal or
contractual effect.
14.7. Any controversy or claim arising out of or relating to this Agreement is to be resolved by
arbitration. The arbitration is to be administered by the American Arbitration Association and is to be
conducted in accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The arbitration is to be held before a panel of three arbitrators, each of whom must be
independent of the parties. No later than 15 days after the arbitration begins, each party shall select an
arbitrator and request the two selected arbitrators to select a third neutral arbitrator. If the two
arbitrators fail to select a third on or before the 10th day after the second arbitrator was selected, either
party is entitled to request the American Arbitration Association to appoint the third neutral arbitrator
in accordance with its rules. Before beginning the hearings, each arbitrator must provide an oath or
undertaking of impartiality. Either party may seek from any court having jurisdiction any interim or
provisional relief that is necessary to protect the rights or property of that party. By doing so, that
party does not waive any right or remedy under this Agreement. The interim or provisional relief is to
remain in effect until the arbitration award is rendered or the controversy is resolved. The arbitrators
are to have no authority to award punitive damages or other damages not measured by the prevailing
party's actual damages, and may not, in any event, make any ruling, finding or award that does not
conform to the provisions of this Agreement. Any arbitration proceeding under this Agreement must
be commenced no later than two years after the controversy or claim arose. Failure timely to
commence an arbitration proceeding constitutes both an absolute bar to the commencement of an
arbitration proceeding with respect to the controversy or claim, and a waiver of the controversy or
claim. The arbitrators are to interpret all controversies and claims arising under or relating to this
Agreement in accordance with the laws set forth in Section 14.1. The arbitration is to be conducted in
Tennessee. Each party shall submit to any court of competent jurisdiction for purposes of the
enforcement of any award, order or judgment. Any award, order or judgment pursuant to arbitration is
final and may be entered and enforced in any court of competent jurisdiction.
14.8. The terms of the Deposit Agreement, all other agreements with us pertaining to the
Accounts, are incorporated by reference and made a part of this Agreement. In the event of any
inconsistency between such agreements and this Agreement, the provisions of this Agreement shall
control to the extent necessary. You agree that this Agreement is the entire statement of the terms and
conditions which apply to the subject matter hereof. This Agreement supersedes any prior agreements
between the parties relating to the Remote Deposit Service.
14.9. This Agreement shall not be construed to confer any rights or remedies upon any person
not a party to this Agreement, whether as a third party beneficiary or otherwise, against Member or Credit
Union, their respective successors, assigns and affiliates.